| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | S | Class A Common Stock | Conversion of derivative security | $1,704,500 | +175,000 | +30% | $9.74 | 759,394 | 16 Mar 2023 | Direct | F1, F2 |
| transaction | S | Class A Common Stock | Sale | $2,925,212 | -190,539 | -25% | $15.35 | 568,855 | 16 Mar 2023 | Direct | F2, F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | S | Stock Option (right to buy) | Options Exercise | $0 | -175,000 | -25% | $0.000000 | 525,000 | 16 Mar 2023 | Class B Common Stock | 175,000 | $9.74 | Direct | F5 |
| transaction | S | Class B Common Stock | Options Exercise | $0 | +175,000 | $0.000000 | 175,000 | 16 Mar 2023 | Class A Common Stock | 175,000 | Direct | F6, F7 | ||
| transaction | S | Class B Common Stock | Conversion of derivative security | $0 | -175,000 | -100% | $0.000000* | 0 | 16 Mar 2023 | Class A Common Stock | 175,000 | Direct | F6, F7 |
| Id | Content |
|---|---|
| F1 | Represents the number of shares that were acquired upon conversion of Class B common stock to Class A common stock. |
| F2 | Certain of the shares are subject to forfeiture to the Issuer if underlying vesting conditions are not met. |
| F3 | The transactions reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on January 13, 2023. |
| F4 | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.14 to $15.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
| F5 | 25% of the award vested on February 24, 2022, and the remaining 75% of the award vests in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service to the Issuer on each vesting date. |
| F6 | Each share of Class B common stock is convertible into one share of Class A common stock at any time and will convert automatically upon certain transfers and upon the earlier of (i) the date specified by a vote of the holders of 66 2/3% of the then outstanding shares of Class B common stock, (ii) seven years from the effective date of the Issuer's initial public offering ("IPO"), (iii) the first date following the IPO on which the number of shares of outstanding Class B common stock (including shares of Class B common stock subject to outstanding stock options) held by the reporting person, including certain entities that the reporting person controls, is less than 25% of the number of shares of Class B common stock (including shares of Class B common stock subject to outstanding stock options) that the reporting person originally held as of the date of the IPO, |
| F7 | (continued from footnote 6) (iv) the date fixed by the Issuer's board of directors (the "Board"), following the date on which the reporting person is no longer providing services to the Issuer as an officer, employee, consultant or member of the Board, (v) the date fixed by the Board following the date, if applicable, on which the reporting person is terminated for cause, as defined in the Issuer's restated certificate of incorporation, and (vi) the date that is 12 months after the reporting person's death or disability, as those terms are defined in the Issuer's restated certificate of incorporation. |